Jeffrey Hollis
About Jeffrey Hollis
Jeffrey R. Hollis is Senior Vice President, General Counsel, and Secretary of Par Pacific Holdings since January 2023; previously VP, General Counsel and Secretary (January 2022) and Associate General Counsel and Assistant Secretary (2015–2021). He began his career at Baker Botts LLP (corporate practice: M&A, capital markets, securities, governance) and holds a B.A. in History (minor in Political Science) from UCLA and a J.D. from Vanderbilt University; age 42 as of March 2025 . Company performance during his tenure: FY revenues fell from $8.232B (2023) to $7.974B (2024) , while GAAP net income declined from $728.6M (2023) to a $33.3M loss (2024) ; the value of a $100 investment measured for pay-versus-performance fell to $70.52 in 2024 (peer group $119.78) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Par Pacific Holdings, Inc. | Senior Vice President, General Counsel & Secretary | Jan 2023–present | Lead legal, securities, governance; supported CEO transition and integration initiatives |
| Par Pacific Holdings, Inc. | Vice President, General Counsel & Secretary | Jan 2022–Dec 2022 | Elevated to officer; responsible for company-wide legal matters |
| Par Pacific Holdings, Inc. | Associate General Counsel & Assistant Secretary | 2015–2021 | Corporate legal execution across M&A and securities |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Baker Botts LLP | Corporate Associate (M&A, capital markets, securities, governance) | Pre-2015 | Transactional execution, public company advisory foundation |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | $390,000 | $420,000 |
| Target Bonus (% of Base) | 60% | 70% |
| Actual Annual Bonus Paid ($) | $400,000 | $193,158 |
Performance Compensation
Annual Incentive Plan (AIP) – Structure and Outcomes (FY 2024)
| Component | Weighting | Target | Actual (Company) | Hollis Payout Inputs |
|---|---|---|---|---|
| Adjusted EBITDA | 25% | Budgeted Adjusted EBITDA | 16.4% of AIP due to results | Group Metric: 65.7%; Individual Metric: 100% |
| Modified Free Cash Flow | 25% | Budgeted Modified FCF | 7.5% of AIP due to results | Group Metric: 65.7%; Individual Metric: 100% |
| Group Performance (HSE/Operations + segment KPIs) | 50% | Multi-segment targets (refining/logistics, retail, cost systems, commercial, renewables) | 41.6%–45.4% of AIP | Group Metric: 65.7%; Individual Metric: 100% |
| Individual Performance | N/A | Role-specific objectives | Scale 0–140%; 100% at target | Individual Metric: 100% |
| AIP Formula | Cash Bonus = Base × Target% × Group Metric × Individual Metric | |||
| Hollis FY 2024 AIP Result | $193,158 |
Equity Awards – Grants and Vesting
| Award Type | Grant Date | Shares/Units (#) | Grant-Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|
| Restricted Stock | 02/23/2024 | 4,989 | $195,020 | Ratable over 3 years |
| Performance RSUs (PSUs) | 02/23/2024 | 4,989 | $195,020 | 3-year cliff; payout 0–200% based on 3-year aggregate Adjusted EBITDA vs budget and TSR vs peer group |
| Restricted Stock | 02/16/2023 | 5,520 | $90,473 (FV at 12/31/2024) | Ratable over 3 years |
| Performance RSUs (PSUs) | 02/16/2023 | 8,282 | $135,742 (FV at 12/31/2024) | 3-year cliff; dual metrics (Adjusted EBITDA, TSR) |
| Restricted Stock | 02/18/2022 | 3,689 | $60,463 (FV at 12/31/2024) | Ratable over 4 years |
| Restricted Stock | 02/19/2021 | 1,117 | $18,308 (FV at 12/31/2024) | Ratable over 4 years |
The Company does not currently offer perquisites to Named Executive Officers that are not available to other employees .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership (as of Mar 5, 2025) | 29,907 shares; <1% of outstanding |
| Unvested Restricted Stock (12/31/2024) | 4,989 (2024 grant) valued $81,770; 5,520 (2023 grant) valued $90,473; 3,689 (2022 grant) valued $60,463; 1,117 (2021 grant) valued $18,308 |
| Unvested PSUs (12/31/2024) | 4,989 (2024 grant) valued $81,770; 8,282 (2023 grant) valued $135,742 |
| Stock Options | None disclosed for Hollis |
| Hedging/Short Sales | Prohibited under Insider Trading Policy (short sales, derivatives, monetization) |
| Pledging | Not disclosed |
| Stock Ownership Guidelines | Not disclosed |
Employment Terms
| Term | Summary |
|---|---|
| Employment Agreement | At-will arrangement dated Dec 15, 2022; eligible for broad employee benefit plans |
| Severance Plan (Qualifying Termination) | One year base salary ($420,000) + average prior 3-year bonus ($296,579) |
| Change-in-Control (Double-Trigger, within 24 months) | 18 months base ($630,000) + average prior 3-year bonus ($296,579) + accelerated vesting of unvested equity |
| Clawback | Dodd-Frank compliant policy adopted Oct 24, 2023; recoup incentive comp upon restatement regardless of misconduct |
| Non-Compete/Non-Solicit | Not disclosed |
| Tax Gross-Ups | Not disclosed |
| Section 16 Compliance | Late filing noted: two Form 4s (three transactions) in 2024 |
Governance and Say-on-Pay Context
- Compensation Committee members in 2024: Katherine Hatcher (Chair), Patricia Martinez, Eric Yeaman; all independent .
- Independent compensation consultant: Meridian; peer group benchmarking and program design support .
- Say-on-Pay approval: ~99% support at May 2023 annual meeting .
Company Financial Context
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | $7,321,785,000 | $8,231,955,000 | $7,974,457,000 |
| EBITDA ($USD) | $542,221,000* | $805,811,000* | $181,151,000* |
Values retrieved from S&P Global.*
Additional context: FY 2024 GAAP net loss $(33.3)M vs FY 2023 net income $728.6M ; Pay-versus-performance TSR index value: Company $70.52 in 2024, peer group $119.78 .
Track Record, Value Creation, and Risk Indicators
- 2023 highlighted record net income and accretive Billings refinery acquisition; 2024 highlighted strong retail/logistics EBITDA but weaker refining margins and a Wyoming operational incident early 2025 .
- Equity vesting activity: Hollis saw 6,420 shares vest in 2024 valued at $254,843; no option exercises reported for Hollis .
- Hedging/derivative transactions by insiders are prohibited; late Section 16 filings present minor process risk but no investigations disclosed .
Investment Implications
- Pay-for-performance alignment: Hollis’s AIP payout ($193k) reflected weaker FY 2024 Adjusted EBITDA and Modified FCF outcomes (16.4% and 7.5% components), with group performance contribution and individual at target, consistent with formulaic design .
- Retention and selling pressure: Meaningful unvested RS and PSU tranches across 2021–2024 create ongoing retention hooks; absence of options reduces forced exercise pressure; vesting-related sales risk should be monitored around cliff/anniversary dates .
- Change-in-control economics: Double-trigger protection (18 months base + average bonus + accelerated vesting) balances executive retention with potential shareholder dilution from accelerated awards .
- Alignment and governance: Hedging is prohibited; say-on-pay approval strong (~99%), with independent committee and external consultant support—signals credible governance and compensation oversight .